


Officer School

by Spiral_Rush



Series: Ecstasy AU [2]
Category: The Punisher (TV 2017)
Genre: 69 (Sex Position), Alternate Universe, Anal Fingering, Anal Sex, Embarrassment, Face-Fucking, First Time, Friends to Lovers, Frottage, Hand Jobs, Idiots in Love, Implied/Referenced Child Abuse, Light Dom/sub, M/M, Past Child Death, Porn with Feelings, Slash
Language: English
Status: Completed
Published: 2019-06-29
Updated: 2019-10-26
Packaged: 2020-04-11 19:08:32
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 7
Words: 17,953
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/19115896
Author URL: https://archiveofourown.org/users/Spiral_Rush/pseuds/Spiral_Rush
Summary: While attending Officer Training School in Quantico, Frank and Billy explore another side of their relationship.***"You know, I've been thinking about something."Billy was finishing off the stray crumbs in the tin. "That's never a good idea for you, Frank.""I've been thinking about that night last time we were in New York."Billy went still and looked at Frank for a moment. "Can I just say I don't remember anything?""Memory loss isn't a side effect of ecstasy. I checked.""That's the nice thing about alcohol. If you get drunk enough, you don't remember." He sighed. "What's been bothering you?""It's not bothering me. Just we never, you know, talked about any of it.""What's to talk about? I was out of my gourd and said a bunch of stupid shit.""You did. But some of it was the truth."Billy rubbed his forehead. "I thought we agreed to forget all of that.""I don't think we did."





	1. Chapter 1

**Author's Note:**

> Sequel to A Little Green Pill.
> 
> *I've taken dramatic license and details about how the Marine Corps officer training program works are not accurate.

Frank never intended to apply to Officer Training School but Billy talked him into it. 

They had been in the Corps for a few years now and were at the point where they needed to decide if they were getting out or making a long-term career out of it. Frank knew he would stay in. There was nothing for him back in the civilian world that could compare to being in the Marines. Billy felt the same. 

Frank would have been content being a non-commissioned officer. But Billy was ambitious. And at the end of the day, the two of them wanted to stay together, so Frank decided to apply as well. And, honestly, he could do a better job of leading a unit than some of the officers he knew, so why not?

The application process was time-consuming and designed to weed out anybody who wasn't committed. There was an exam, interviews, physical and psychological evaluations, and letters of recommendation. Frank thought the whole thing was a bit much but he was used to jumping through military hoops by now.

When the notice of the acceptances came out, both his and Billy's names were on it.

Some of the guys were surprised because not very many applicants who didn't have college educations got in. Frank was not surprised. Billy was smart as hell and knew how to impress. And people who didn't know him thought of Frank as a big, dumb jarhead, but only two of those terms applied. When he put his mind to figuring something out, he was damn well going to figure it out.

Being an officer would mean more pay, more training, and more opportunities but also more responsibilities. Frank was pleased with the first three and okay with the last. (A lot of guys weren't and would go so far as to selectively underperform on evaluations to prevent anybody from getting the idea they might be good candidates for promotion. Frank always thought that was a punk-ass thing to do.)

Billy, however, relished the idea of more responsibility, which to him meant more control. He had a master plan, which he'd started formulating about a year after Frank met him. He was good at being a Marine and he intended to use that to launch himself into a new life. The Marine Corps offered him education, authority, and respect. The one thing it didn't offer was much money, but he had a plan for that too. That, he would tell Frank, was where the private sector came in. He would earn experience, expertise, and rank in the Corps, then go private and earn money. And Billy intended to earn a _lot_ of money. He didn't want to work for a military contractor company. He wanted to own one. 

Once when Frank made fun of him for reading GQ, he replied, "Go ahead and laugh. One of these days I'll be buying this shit for myself."

Frank flipped through a few pages. "Jesus. $2100 for a trench coat. Is it bulletproof? And is that-- is that a pair of basketball shorts that costs _$250_? Do they make your dick bigger?"

"Clothes that cost that much money make everything about you bigger."

Another time, they'd been playing pool in some dingy bar in Texas and the head of one of those private contractor companies was on the news giving an interview. 

Frank nodded at the screen and asked, "So this is the guy you want to be someday?"

Billy glanced at the TV and made a face. "I don't want to be _him_. Dude looks like a basset hound in a suit. I want to be myself but with his money." 

"You'd be happy making a living sending mercenaries around the world to protect rich assholes and their shit?"

Billy chalked his cue. "Mercenaries have been around as long as prostitutes have. Somebody's got to employ them. Why not me?" He paused and took a swig of beer. "Look, Frank, we can't do what we're doing forever. We're going to get too old for this eventually. I don't want to be an old geezer living in subsidized housing talking about how I used to be a Marine and waiting for appointments at the VA."

"Assuming we live that long," Frank said.

Billy shrugged. "If you die, you don't have to worry about anything anymore. But you got to go after what you want in life. Nobody's going to give you a damn thing." He smirked. "When we're out if you ever want a job with me, you know you've got one. We'll need janitors."

Frank couldn't argue with Billy's ambitions too much. He was right: they couldn't do this forever. And that was just taking into account the normal aging process. There were guys who'd enlisted at the same time as Frank who were permanently disabled now. One bullet, one piece of shrapnel, could kill him or put him in a wheelchair for life.

A lot of guys didn't make plans for the future and ended up in a bad way when they got out. Struggled to hold down a job, to take care of themselves and their families, and ended up drinking and using drugs. Billy wanted to land on his feet when he went back home. It was smart to be thinking about these things now.

But Frank had met his share of private contractors and that wasn't something he wanted to be part of. He didn't trust them, at least not the people running the show. The grunts weren't any different from guys in the service: some were good people, some were idiots, some were pieces of shit. But at the higher level, there was too much money and too little transparency. Not that the military didn't have its problems, but there was a clear chain of command and a paper trail for everything and accountability from outsiders if things got bad. The world of the contractors was murky, with too much politics and too many secrets for him.

Billy may want that, or at least the life he thought he could get out of it, but Frank was pretty sure he'd be happier as a janitor.

***

OTS meant ten weeks stateside in Quantico for training and evaluation. According to the guys Frank talked to who'd done both, it was kind of like being in college, only with a stricter schedule. But when classes and duties were done, those who were enrolled were free to do what they wanted as long as they met curfew.

A particular detail jumped out at him: everyone had their own private quarters in the barracks.

Frank had not forgotten that night when Billy accidentally took ecstasy, although neither of them had talked about it yet. But knowing that Billy had sexual feelings for him, and Billy knowing that he knew, bubbled like a stream below the ground between them. And Frank still wasn't sure what to do about it.

The fallout from the drug had messed Billy up for several days afterward. Frank looked it up and X caused a disruption in the brain's chemicals which triggered temporary depression. It had seemed like a bad idea to bring anything up while Billy was essentially suffering from a super-powered hangover. And then their leave was over. The more time passed, the more difficult it was to raise the subject.

Ignoring it was an option. Billy had said that night that if Frank wanted to do that, he would go along. Frank kind of hated that Billy put the ball in his court like that. But then it did come down to him, didn't it? Billy had made his feelings clear. He wanted them to sleep together. It was up to Frank whether or not that happened.

Not being able to decide was difficult and unusual. For Frank, a course of action was generally clear. He saw what he wanted to do, he made a plan, and he executed it. Worrying about whether it was right or wrong didn't much enter into his mind. He'd been dealing with split-second, life-and-death choices for so long that he'd gotten out of the habit of doubting himself. 

He should just forget everything that Billy said that night, except for the part about being abused as a child, as intoxicated rambling. Hell, he wasn't even into guys. (It still amazed Frank that Billy himself said he wasn't sure if he was into guys while at the same time saying he wanted to blow Frank. Being abused could really mess with peoples' heads in strange ways.) The idea of men having sex didn't bother him but it didn't do anything for him either. 

Not long after the ecstasy episode, he tried looking at some gay porn just to see if it turned him on at all. (He deliberately avoided military porn. Porn stars pretending to be Marines was just too weird.) After about fifteen minutes of watching two very fit, very shaved guys who were supposed to be lifeguards go at it, he gave up, his dick limp.

Forgetting it all was the clear, simple choice. Except that Frank had felt _something_ for Billy that night. He just wasn't sure what it was or if he wanted to explore it.

The date for them to go to Quantico was rapidly approaching, along with the perfect opportunity to see if Billy was right: that the two of them together would be a good thing. Frank would have to make up his mind soon.

***

The night before leaving, Frank and Billy went out with most of their unit. There were many shots and many jokes at his and Billy's expense. Curt gave them children's books since now that they were going to OTS, they'd be learning how to read. Gunner gave them Bibles. When everyone was sufficiently drunk, there was karaoke. Frank grumbled his way through After Midnight and Curt did a good job with Caribbean Queen. Billy sang Prince's Let's Go Crazy like a maniac. To top it all off, Gunner did a killer version of Bon Jovi's Livin' on a Prayer.

After they returned to the barracks, Frank found a letter on his bed. The return address immediately caught his attention. 

It was from Maria.

The postal stamp showed that the letter had been sent three weeks ago. Obviously, someone had misdirected it, which happened semi-regularly, so it just reached him now. The envelope was still sealed. 

Frank sat down, holding the letter in his hands. When was the last time he'd seen her? Thanksgiving two years ago, before she moved to Phoenix. They didn't talk very often, not because they hated each other but because being around each other was too much of a reminder of what they'd lost. He was always happy to see her but it also broke his heart a little bit.

He had to open it at some point, so he did.

She'd heard about him going to OTS and written to congratulate him. Every time he heard from her, he steeled himself to learn that she'd found someone else, that she had moved on. He read the letter twice, looking for hints that she had but there wasn't anything. 

It wasn't that he didn't want her to be happy. If she told him she was getting married, he'd be glad for her. It was just that when that happened, he would really be alone. The last lingering ghost of what they'd had would leave the world. And that ghost was all he had left.

He was really feeling melodramatic from all the booze tonight.

Billy came in from the bathroom and collapsed on his cot. He glanced at Frank and asked, "You okay?"

"Yeah."

He pointed at the letter. "You get news?"

"Congratulations from home."

Billy nodded and stretched out, closing his eyes. Frank tucked the letter back in its envelope and put it in his bag.

The words came back to Frank: _Because I want to be with someone I love for once in my goddamn life_. 

Billy never had that. Frank had it once. He wasn't a player but when he sought out a woman's company he usually got it. That was fun but there had never been anything close to what he'd had with Maria. Setting aside the issue of sex, the only relationship he had that approached that level was with Billy. Neither of them had anybody else special.

He thought of Billy as a friend. But Maria had been his friend too. Maybe the line he'd always seen between love and friendship wasn't as clear-cut as he thought. And if that line could be crossed, why should they both be alone?

He looked at his friend. Billy was already asleep, his chest rising and falling in an even rhythm. He hadn't even pulled the blanket over himself.

Frank took off his boots and laid back on his own cot. They would talk soon.


	2. Chapter 2

**Notes for the Chapter:**

> In this chapter, Frank and Billy begin a sexual relationship.

On his first Sunday evening in Quantico, Frank dropped by Billy's room with a tin of homemade cookies and a determination to work out the unresolved issues between them. 

When Billy opened the door, Frank held up his bounty. "Robinson's family sent him twelve dozen cookies and he's sharing."

"What'd you get?"

Frank entered the room and opened the tin. "Chocolate chip and lemon."

Billy grabbed a lemon cookie and plopped down on his bed. He put a bookmark in his _Fire Support Coordination in Ground Combat_ manual and moved it and his notebook and pen to the floor, then stretched out on his back.

Frank sat on the side of the bed, leaving the tin between them. He ate a chocolate chip cookie and said, "Tell the truth, the real reason you wanted to do OTS was to finally get a room where you can jerk off in peace."

Billy laughed. "Officers get all the perks." He bounced on the bed slightly. "A real mattress and everything. I think it's been here since Nixon was president but it's a real mattress."

Frank shook his head. "Four decades' worth of sweat and spunk. I'd rather sleep on the ground."

Billy made a face. "You really know how to crush somebody's happiness, Frank, you know that? I'm just trying to enjoy sleeping in a bed for once and you _have_ to go and say that."

Frank smirked and ate another cookie.

They talked for a while about some of the guys they'd met over the last few days: Robinson, who was from Utah and had a half dozen younger siblings; Garcia, who was from some tiny beach town in southern California and had been a competitive surfer before enlisting; and Petrov, who was from Missouri and had been a philosophy major, of all things, in college.

"And then he says, 'That depends on what you think the nature of reality is,'" Billy said, "in the middle of a conversation about instant mashed potatoes."

"Jesus Christ."

"The guy is _crazy_."

It didn't take long for the cookies to disappear. Frank kind of didn't want to bring up what he came to discuss because he was having a good time just talking to Billy. But if he let it slide tonight, he'd let it slide the next and the next until the course was over and they'd missed their chance.

During a lull in the conversation, he said, "You know, I've been thinking about something."

Billy was finishing off the stray crumbs in the tin. "That's never a good idea for you, Frank."

"I've been thinking about that night last time we were in New York."

Billy went still and looked at Frank for a moment. "Can I just say I don't remember anything?"

"Memory loss isn't a side effect of ecstasy. I checked."

"That's the nice thing about alcohol. If you get drunk enough, you don't remember." He sighed. "What's been bothering you?"

"It's not bothering me. Just we never, you know, talked about any of it."

"What's to talk about? I was out of my gourd and said a bunch of stupid shit."

"You did. But some of it was the truth."

Billy rubbed his forehead. "I thought we agreed to forget all of that."

"I don't think we did."

"Well, let's agree to forget it now."

"Is that what you want, to pretend it never happened?"

He held up his hands. "What else should we do?"

"We can work it out."

Billy laughed. "Work out what? People are either having sex or they're not. There's no in-between state that would satisfy both of us. So pretending I never brought it up seems like the way to go to me." He brushed off his pant leg. "If it hadn't been for that idiot kid leaving his drugs in his grandmother's medicine cabinet, believe me, I never would have said anything."

"You never would have told me what happened to your shoulder."

Billy looked at the ceiling. "I've never told _anyone_ about that."

"Are you sorry you told me?"

"Not that. I'm kind of relieved, actually." Billy ran a hand over his head several times, eyes still on the ceiling. "But I am sorry I told you everything else. I mean, now we're having this awkward conversation. What's even the point of discussing it? I know you don't think about me that way." 

"That's the thing. Ever since, I've been kind of wondering if I could."

Billy finally looked at Frank again, surprise on his face. "I thought you made it pretty clear the answer was no. 'Sex ruins friendship,' you said."

"I know. And I still kind of worry about that. But I keep thinking about the idea, you know, you and me. And I guess that means there's something there."

Billy got another one of those evaluating looks on his face. "What kind of something?"

"I don't know." Frank wished he could explain this better. "I just started thinking that maybe you were right. We could give each other things that we both want and aren't getting from anyone else."

A faint smile crossed Billy's lips. "Just to be clear, we're talking about things of a sexual nature, right?"

" _Yes_ , dumbass."

"I don't want to get my skull bashed in for touching your dick when you don't want me to."

Frank glared at him.

Billy held up a finger. "Ah, you see. You're uncomfortable with this. I talk about doing something specific and you look more murdery than usual."

"I am kind of uncomfortable. Doesn't mean I don't want to do it."

"Tell me what you want to do, Frank. Be specific."

Frank let out a long breath. "If you're going to be like this, I may change my mind."

"I can make some suggestions." He made _suggestions_ sound very suggestive. 

"We could start with me punching you."

"I am completely unsurprised you like it rough."

Frank scoffed.

"I could suck your cock," Billy said. "That's the starter kit for nervous straight guys who've never been with another man."

"I am not ready for that yet."

Billy laughed. "Is Frank Castle intimidated by the idea of me sucking him off?"

He was testing to see if Frank would give up on the idea of them sleeping together if he made Frank uncomfortable. Frank had no intention of doing that but he didn't want to sit while Billy went through every sex act under the sun to see if he freaked out. He had to take control of the conversation. 

Frank remembered what he had felt that night when Billy so willingly did what he said. He just had to think of something to ask Billy to do, something that wasn't too far out of his comfort zone.

He asked, "You want to know what I want?"

"I do."

Frank patted the spot next to him. "Come over here."

Billy rolled across the bed. "Now what?"

"Now you sit and let me think for a minute." 

Billy opened his mouth but Frank put a finger to his lips. "Hush."

The silence in the room was welcome. Billy fidgeted but didn't say anything.

Frank hadn't realized he'd been concerned that this wouldn't work when Billy was sober until it did work. On some level, he'd worried that whatever had happened between them before was purely the result of the drug. It seemed that wasn't the case.

"Close your eyes," he said.

Billy gave him a look that was half amusement and half anticipation, then shut his eyes.

Frank put his arms around Billy, closing his own eyes and touching their foreheads together. Billy moved his arms to embrace Frank but stopped as if he wasn't sure that was what Frank wanted. He nudged Billy's elbow and Billy wrapped his arms around him.

It was a small thing but that bit of waiting for direction pleased Frank. After a few moments, Frank pulled away and said, "You can open your eyes now."

Billy looked like he was trying not to laugh when he did.

There was one thing on Frank's mind that he needed to get out of the way. "I got to ask before we go any further, Bill. Are you sure about this?"

Billy raised an eyebrow but didn't say anything.

"What?"

Billy started moving his mouth without making any sound.

Frank rolled his eyes. "You can talk." What was Frank getting himself into?

"You said you didn't want me to say anything." Billy shrugged. "I'm just trying to do what you want. That _is_ what turns your crank, right? Telling me to do something and I do it."

Hearing it stated so plainly embarrassed Frank a bit. "You make it sound weird." 

"It is weird. But everybody's got a thing. It's better to know what it is up front."

"Are you okay with this?"

"I'm okay with a lot of things."

He should have phrased that differently. "If we're going to do this, I want more than you being _okay_ with things. You understand?" 

Billy nodded, his expression turning serious. "You know, Frank, I was the one who asked for this. I was high as a kite at the time but I meant everything I said. And I'm not a kid anymore, doing shit I don't even like because I feel some messed up compulsion to do it. If you're going to think of me as a _victim_ ," he said the word with contempt, "the whole time, then I _don't_ want this."

"That's not what I think."

Billy rested his arms on his knees. "I know I overshared with you before. But I don't want all that hanging over everything we do."

Frank nodded. "You'll tell me if you don't want to do something?"

Billy said, "What exactly are you planning on us doing?" Frank gave him a look and he added, "All right. Yes. I will use the safe word, I promise."

"You think we'll need one?"

"Depends." Billy smiled slyly. "Right now, you'd use it before I did. You look like you'd like to safeword out of this conversation. Which _you_ started, I want to point out."

"I know."

"My point is you have to trust me. This," he pointed to Frank and then himself, "whatever it is, isn't going to work if we don't trust each other."

"I do trust you, Bill."

Billy put a hand on his shoulder. "No time like the present," he said softly.

Frank took a deep breath. "No. I guess there's not."

He almost lost his nerve. This was the last chance to stop and go back to the way things were. Billy had said, again, that he would pretend none of this happened if that's what Frank wanted.

Billy leaned in so close his breath was on Frank's cheek. A dare: do it or walk away. Frank had never been one to walk away. He turned his head and kissed Billy.

Kissing Billy was strange, like a new flavor that was very different from anything you'd ever tasted before. Something that you weren't sure if you liked or not but had to taste again to try to understand.

At first, they kissed like a couple of skittish teenagers, lips parted but nobody daring to use tongue. It brought memories back to Frank of awkward junior high dates. At least Billy didn't have braces.

Neither of them were kids anymore, so Frank pushed his tongue into Billy's mouth and they started making out in earnest. Their hands slid over each other's arms and backs, down onto a thigh, up onto the nape of the neck. Billy was a good kisser. 

This wasn't so different from what Frank had done with women. There was a lot more hard muscle than he was used to, biceps and lats and quads. And feeling a beard against his skin was odd. But so far this was good. He wanted to keep going.

After a little while, Billy leaned back and Frank followed him down onto the mattress. Hard heat brushed Frank's thigh and he almost froze. Billy was already aroused. 

Frank wasn't there yet, although he could feel a kernel of desire forming, which was a relief. He'd been worried he wouldn't be able to get it up at all but it was just taking a little longer. Being with Billy wasn't just being with another man. It was being with someone he loved. That had dimensions to it that went way beyond porn.

Billy's fingers slid under Frank's shirt and Frank took it off. Billy licked his lips and ran his hands over Frank's bare chest, then took his own shirt off. He unbuckled his belt and slid his pants down. Frank mirrored Billy's actions until they were both naked, then leaned back, taking a long look.

He'd seen Billy naked before. Knew his friend was tall and thin with lean muscles and long limbs, a good-looking man. Frank had never seen Billy hard. His dick was long and thicker than Frank expected, with a streak of pre-cum glistening on the tip.

Billy lay underneath him, breathing faster and looking at him like he was something Billy desperately wanted. Frank's own cock finally hardened.

He climbed on top of Billy. Their mouths were on each other again, fiercer this time, with a little teeth. Their skin slid together, slightly sweaty, their cocks rubbing against each other. In the moment, all of Frank's doubts vanished. He knew what he wanted to do.

He lifted himself up just enough to take Billy's cock in his hand. Immediately, Billy reached and found his. This was not at all like being with a woman. But it was familiar, just with his hand on Billy's dick instead of his own. He kissed Billy, driving his tongue deep. They got into a rhythm and stroked each other. Billy's hand on him felt so much better than jerking himself off.

Frank watched Billy's face as he got closer and closer to orgasm. Eyes closed, mouth open, chin tilted up, he groaned softly. Frank increased the pace, wanting to see and hear and feel Billy come hard. At the moment, that interested him more than his own orgasm.

When Billy came, he rocked against Frank, closing his mouth to stifle a moan. His hand stayed tight on Frank's dick even as his own erupted.

If Frank could do this to Billy with just his hand, he wanted to see what he could do with his cock. That thought pushed him over the edge and then he climaxed.

When he was done, his cock still twitching slightly, he leaned down and kissed Billy. It was a slow, deep kiss, releasing that last little bit of energy.

Frank rolled over on his side, kind of amazed that they'd actually done this. Things had moved faster than he expected but he was okay with that. After all, they were both the kind of guys who, when they decided to do something, just went and did it. Sex wasn't any different.

It had been good.

Billy got up and wiped himself off with a towel, then handed it to Frank and sat back on the bed. "Well, we've gone and added to the spunk collection on this mattress," Frank said as he cleaned himself.

"Jesus Christ." Billy made a disgusted face and shoved him. "Get out of my room if you're going to be gross."

Frank laughed. "I'm going to have to go anyway. Lights out's coming up." He started gathering his clothes together.

Billy slipped on his shirt and underwear and looked at him. "So are we doing this again or was that a one-off we're going to pretend didn't happen?"

Frank put his pants on. "I could do that again."

"Yeah?"

"Yeah."

Billy smiled and gave Frank's belt a tug. "Next time we're not going to waste half the night talking."

Frank pulled his shirt over his head. "If I remember right, I was promised the best blow job I've ever had."

"You make one more comment about spunk on this mattress, you're not getting it."

"Guess I better behave myself then."

Frank was dressed and it was time to go. He would have liked to stay. But spending the night in bed with Billy was too risky. They would both get kicked out of the program under the anti-fraternization policy if they got caught.

At the door, Billy caught his arm. "Frank?"

He turned and Billy kissed him. 

"I'm glad you stopped by," Billy said.

"So am I, Bill. So am I."


	3. Chapter 3

The day after next, Frank had a chance to visit Billy again.

When Frank entered the room, Billy was at his desk with three books open in front of him. Frank stood over his shoulder for a moment, looking at a handwritten page of notes. Billy had drawn diagrams. 

He asked, "Am I interrupting?"

"I could use a break." Billy tossed his pen on the desk.

This time, Frank got straight to the point. He bent his head to kiss Billy, who turned in his chair to meet Frank's lips. Frank put his arms around Billy's shoulders. Billy took Frank's hands in his own, caressing them. 

They slid their tongues into each other's mouths, taking turns advancing and retreating. Frank ran a hand up Billy's neck and over his face, stroked his short hair, traced a finger along his ear. Billy sat up as straight as possible, pushing his mouth against Frank's. He wrapped his arms around Frank's torso, pulling the two of them tighter together.

Eventually, Frank broke the kiss and motioned toward the bed. Billy immediately got up and the two of them crossed the small room, arms around each other. Frank sat down at the end of the mattress. Billy reached for his belt buckle but Frank pushed Billy's hands away. This time, Frank was ready and knew what he wanted.

"Take off your clothes," he said, leaning back on his elbows.

"You want me to strip?" Billy raised an eyebrow, grinning. "Should I dance too?"

Frank chuckled. "If you want to."

Billy wriggled his hips and slowly slid his t-shirt up, then pulled it off. He swung it over his head a few times before tossing it across the room. 

Frank pressed his lips together trying not to laugh. "Do the running man," he said.

Billy obliged, pumping his legs in place and thrusting his arms out and in. Frank cracked up. He motioned Billy to come closer and dug a quarter out of his pocket. When he was within reach, Frank tucked it into his underwear. 

Billy grabbed the coin and threw it across the room, where it bounced hard off the wall. "Oh, fuck _you_ , Castle."

"That's why we're here."

Billy got him in a headlock and forced him down flat on the bed, swearing creatively. 

Frank laughed uproariously. When he recovered, he said, out of breath, "If we make too much noise, someone's going to come to see what the hell we're doing in here."

Billy punched him in the ribs. "You're the one making all the noise laughing, dipshit." Then he punched Frank again.

When Billy was done scolding, he let go and straddled Frank. His anger certainly hadn't killed his erection.

Frank said, "Your pants are still on."

Billy gave him a rebellious look. Frank grabbed his hard cock through the fabric. "What, you not in the mood anymore?"

"Oh, I'm in the mood," Billy said.

"So get these off."

Billy stood up and yanked the rest of his clothes off, then asked, "Any other requests?"

Frank sat back up. "I'd like that blow job you keep talking about."

Billy smirked.

This time Frank didn't stop Billy from undoing his belt. He pulled Frank's shirt, pants, and underwear off then knelt on the floor at the foot of the bed, where he paused and looked at Frank, who nodded. Billy kissed the head of Frank's half-hard cock, which made it twitch. He smiled devilishly then opened his mouth.

Billy had said he was good at sucking dick and he was. He licked and sucked the head, teasing Frank's cock to life. When it was fully erect, he opened up wide and slowly slid down the shaft until his lips touched Frank's pelvis. The feel of the tip of his penis touching the back of Billy's throat was exquisite.

Heat and tension built in Frank, stoked by Billy's supple, wet tongue and mouth. And Billy looked so happy doing it. Seeing his best friend enjoy pleasuring him sent a shiver through Frank.

There was just one thing. Frank had never been able to actually get off from oral alone. He should have mentioned this earlier. But he'd been so preoccupied with wrapping his head around having sex with Billy at all that he hadn't thought of it before.

Frank moaned softly, watching Billy work his magic until he needed more. He stroked the side of Billy's face and said, "You can stop now."

Billy gave him a confused look and pulled back. Cool air enveloped his dick. He wanted to be back inside Billy's hot mouth.

"Something wrong?" Billy asked.

"No. I just need to get off."

"You-- you do know how cocksucking works, right?"

Frank chuckled. "The thing is, it doesn't really do it for me."

Billy looked incredulous. " _This_ isn't doing it for you?"

"I'm not disparaging your skills here. It's great. You're great."

"But you don't like it." Now he sounded disappointed.

"I _like_ it. But it's foreplay for me. It's doesn't get me where I need to go."

Billy tilted his head slightly. "What do you need?"

"I got to," he thrust his hips.

"Ah."

Frank said, "You can use your hands."

Billy smiled wickedly. "I don't need to use my hands." He leaned back down, opening his mouth again.

"What are you doing?"

Billy stopped right above the head, so close but not touching. "What does it _look_ like I'm doing?"

"It's not going to work."

"Oh, it'll work. When you're in, you thrust all you want, Frankie boy."

"It'll be too much."

Billy laughed, exhaled air hitting Frank's dick. That was an interesting sensation. "You are not _that_ big, Castle. I can handle you."

"So that's how you want it."

"Yeah. That's exactly how I want it. Now shut up and let me deepthroat you."

Frank's dick, which had softened slightly during this conversation, hardened right back up.

Billy stared at Frank, his expression half amusement and half a challenge to try to stop him, while he bore down, swallowing every inch of cock. He sucked hard several times, making Frank gasp. Then he adjusted position slightly, wrapping his arms around Frank's thighs, and slapped Frank on the hip. After a moment, Billy slapped him again. 

Frank asked, "What?"

Billy made a frustrated noise in his throat, which traveled up Frank's cock and hit him in some primal spot in his nervous system. He got it.

"How am I supposed to know what you're trying to say with your mouth full of my dick?" he teased.

Billy punched him in the leg.

Frank laughed and started pushing.

He went easy at first. Billy insisted he could take it but Frank was not so sure. After a few minutes, Billy slapped his hip again, then dug his fingers in, hard. There'd be a bruise there later. There'd be bruises in several places later.

Frank sped up, thrusting harder.

Billy stayed right on him, riding along. He closed his eyes, breathing hard through his nose. Frank reached down and gripped his head, wishing the hair was long enough to pull. Billy moaned. Frank heard it and felt it and he went harder, faster. He warned Billy before he came. But Billy didn't let go and Frank ejaculated down his throat.

When he started going soft, Billy finally released him. The two of them crawled up to the head of the bed and lay face-to-face on their sides. Frank felt Billy's hard-on against his leg.

"I told you it would work," Billy said, grinning.

"I shouldn't have doubted you. You are the Blow Job Queen."

Billy punched him in the pec. "Turn around," he said, motioning for Frank to put his back to him.

Frank was too blissed out to argue or even really think at the moment so he rolled over. 

Billy slid up against him, his cock brushing Frank's ass. 

"Uh," Frank said. It wasn't that he wasn't willing to try this at some point but now was not the time.

"That's not what I'm going for," Billy said, his breath hot in Frank's ear. 

Billy spread the insides of Frank's thighs apart and slipped between them. He kissed the side of Frank's neck, then his ear and his cheek. Frank tilted his head so Billy could kiss his mouth. His tongue slid inside and Frank tasted himself. Billy rubbed and thrust between his thighs, moaning. A hand traveled up and down Frank's side and caressed his chest. 

It didn't take long for Billy to come. He went rigid behind Frank, panting, then collapsed. Jizz hitting Frank's balls from behind was another new and interesting sensation.

They lay together on their sides for a little while. Billy nuzzled his neck and shoulder. 

"One thing I want to ask," Frank said, "is if you're going to be so punchy every time we do this."

"You afraid of taking a punch now?"

"I usually don't fight people _naked_. I want to know how much risk I have of getting my balls bashed while we're fooling around."

"Some guys like that."

"Some guys are crazy."

Billy laughed. "A _quarter_ , Frank. You insult your girlfriends like that?"

"The women I've been with are better dancers than you."

"But were they better at going down on you? Did you ever come in any of their mouths?"

"No." Frank felt the need to defend his previous partners a little. Some of them had certainly been willing to try. It just had never quite worked. "That's because I never slept with anybody who has as big a mouth as you before. And I mean that size-wise _and_ that you talk too damn much."

Billy snickered.

"It's not a competition, Bill."

"It is a little."

"Seriously?"

"Like you don't look at other guys sometimes and think, 'I've got a bigger dick,' or 'I've got a better body than him' or 'I've got to be better in bed than that idiot.'"

"You really are a vain bastard, Billy."

"I've got a reason to be." He kissed Frank's temple. "And I don't just look good."

"You've got skills," Frank said in mocking tone.

"Don't pretend you didn't love me sucking you off. I felt how hard you came."

Billy sounded jealous, which surprised Frank. He'd never noticed any sign of that. But then Frank had only ever seen Billy with one-night stands and short flings. And he certainly hadn't slept with Billy before. Maybe Billy wasn't jealous with partners he didn't have feelings for. It was pretty clear he had feelings, whatever those were, for Frank.

This was the kind of thing Frank had been concerned about before they started, unforeseen issues coming up and making things weird between them. Frank wondered if Billy would be jealous if he knew Frank had been married, if only for a little while.

There was one question he wanted an answer to before things went any further, another thing he should have brought up before but hadn't thought of. Frank wondered how many of those would come up.

He asked, "What we're doing, are we being exclusive here?"

Billy propped himself up on an elbow. "You planning on getting together with someone?"

"I might meet a woman."

"So?"

"I just want to know if you're going to get jealous if I do."

"I'm not jealous." Billy got up off the bed and got a towel. "You find a girl you like, go for it. I'll do the same. And there is the threesome option."

"I don't think I could deal with you and somebody else at the same time."

Billy shook his head while cleaning himself. "Repressed Catholic boy."

"How many times do I have to fuck you before you stop saying that?"

Grinning, Billy tossed the towel to Frank. "I'll let you know."

Frank wiped himself off and asked, "What if you meet a girl you really like?"

"I'll hook up with her more than once."

"I mean, someone you want to stay with."

Billy looked at him. "That hasn't happened yet. I don't see it happening...ever, honestly. I'm not the nesting type. Now you tell me, what happens if _you_ meet someone you want to stay with?"

Frank could see Maria so clearly in his mind's eye. "That's not likely."

"Then I don't think we have anything to worry about."

"You know I'm not interested in other guys."

"I know. Neither am I." Billy put his underwear back on. 

"So we can see women but not other men."

Billy picked his shirt up from where it had landed on the floor during his aborted dance. "Are you writing us a rule book?"

"I just want to be clear about what's going on."

" _This_ is what's going on." He leaned down and gave Frank a lingering kiss. Then he pulled away and said, "You should go before we start again." 

"You're frisky."

" _Puppies_ are frisky, Frank."

The two of them dressed. Billy zipped up his fly and asked, "Why don't I come to your room next? My neighbors will notice if you're over here all the time. Especially if you're going to be laughing like a hyena." 

"I can't help it. You're hilarious. I'd give you a whole dollar for making me laugh."

"Can you even afford that? I don't want you to end up on the street because of me."

Frank sat on the side of the bed to lace up his boots. "According to you, people already talk about us." 

"Yeah. But people idly wondering if we're having sex is different than them _knowing_ we're having sex."

"Well, you can come over whenever you want," he gestured towards the books on Billy's desk, "if you can tear yourself away from this thrilling reading."

Billy chuckled. "Yeah. If you wrote Marine Corps manuals, they'd all be one page. 'Kill the other guy. Try not to step on a mine.'"

"Don't have sex with annoying people," Frank added.

Billy moved in for a jab at Frank's shoulder but Frank caught his arm. He pulled Billy onto his lap. 

"You see, this is kind of a mixed message here," Billy said.

Frank kissed him. "Does that clear things up?"

Billy kissed Frank back. "Hmm." 

Their lips parted. But just as Frank's tongue entered his mouth, Billy broke away and stood up. "Okay. Now you _really_ need to get out of here."

Frank heaved himself up and started towards the door. "Don't make me wait long," he said.

"Oh, I won't, Frankie. Have something fun planned for next time."

Frank grinned.


	4. Chapter 4

_Have something fun planned for next time_ , Billy had told Frank.

Well, there was something Frank wanted to try, only he wasn't sure how interested Billy would be. Billy had said he would let Frank fuck him in the ass if Frank wanted that but he had also been high at the time. And _letting_ Frank do it didn't exactly sound like Billy was thrilled by the idea. But nothing ventured, nothing gained. There was no harm in asking. If Billy didn't actually want to do it, they wouldn't.

When Billy showed up to Frank's room after dinner Thursday, they retreated to the bed and made out. One of Billy's hands wandered underneath Frank's shirt, fingers brushing his nipples. Frank kissed and licked his throat.

"So," Billy said, running a thumb along Frank's jawline, "what are we doing tonight?"

Frank caught Billy's thumb between his lips and kissed it, then said, "I'd like to try something new."

"What do you have in mind?"

"You made me another offer aside from the blow job."

Billy frowned. "What was that?"

"You don't remember?"

"Oh." Billy raised his eyebrows. "The thing with the cheerleader outfit."

What the hell was he talking about? Frank looked at him, frowning.

"Sure. We can do that." Billy's straight face cracked on the last word, his lips twitching.

"I don't have a wig or pom-poms," Frank said.

They both burst out laughing. 

"The look on your face..." Billy wheezed.

When Frank could talk again, he said, "You did say I could fuck you in the ass."

"I remember. I just wanted to see if you'd actually say it since you are a repressed Catholic boy."

Frank was a good twenty pounds heavier than Billy and used this weight to press him down onto the mattress. Billy gave a small, satisfying _oof_. Frank said, "I just want to know if you're still up for that."

"You're the one who has to be _up_ for it." Billy smirked. 

"You want to or not?"

"Yeah." 

Frank eased off of him.

"We need lube. I've got stuff we can use," Billy said and started to get up. 

"I got it," Frank said. He rolled out of bed, retrieved his toiletries bag, and pulled out a bottle. 

Billy took it from him. "This is actual lube. Did you go out and buy this for tonight?"

"Yeah."

"You're so _romantic_ , Frankie." Billy clutched the container to his chest and sighed.

Frank snatched it back. "I didn't want to have to use that fancy face cream of yours."

"That shit's expensive. I don't want you wasting half a jar on your dick." Billy unbuckled his belt. "Let's stop talking about the lube and start using it." 

Frank took hold of one end of the belt and pulled it off, then dropped it on the floor. He took Billy's hands and placed them above his head. Billy kept them there while Frank undressed him. Then Frank pointed at himself and said, "Your turn."

Billy smiled slyly and took off Frank's clothes, sneaking in kisses and little bites along his shoulders and back. Once they were both naked, Billy moved his head towards Frank's cock. Frank stopped him.

"I'll just do enough to get you ready," he said.

"Use your hand."

"This is more fun."

Frank tugged on Billy's arm. "If you start that, we won't stop. And it's not your throat I want to fuck right now."

Billy sighed and laid back down. "Spoilsport."

"Do you not want to do this?"

"I do want to, with you. But it was never my favorite thing."

"Does it hurt?"

"It can." Billy shrugged. "But that's what the lube is for. It's just mostly boring when you're stuck with a guy who doesn't even know how to use his own dick very well."

_Anyway, I stopped having sex with guys...I never liked it that much most of the time._

Billy's words popped into Frank's head. The absolute last thing Frank wanted to think about were the people who'd taken advantage of Billy when he was young and coping with having been abused in self-destructive ways. He was pretty sure Billy didn't want to think about that either. Maybe Frank shouldn't have asked for this, at least not now. It was too much too soon.

"We really don't have to do this," he said.

Billy kissed Frank's forehead. "I said I want to with you."

"You sure?"

"Do you want me to say no?"

"No."

"Then let me say yes."

_My point is you have to trust me. This, whatever it is, isn't going to work if we don't trust each other._

Frank nodded and smiled slightly. 'Well, I can promise you, it's not going to be boring."

Billy gave him a smart-ass grin. "Bragging now, are we?"

"It's not bragging if it's true. You have your talents," he brushed a finger over Billy's lips, "and I have mine."

"Oh, I can do a lot more than suck dick." Billy ground his hips and his half-hard cock against Frank. "I'll show you if you let me."

"Another time."

"You afraid of taking it up the ass?"

"No. But tonight _I_ am fucking _you_." Frank kissed Billy hard, pushing his tongue into his mouth. Billy wrapped his arms around Frank. His heartbeat sped up, his chest rising and falling with excitement.

Frank broke the kiss. He'd never done this before so he asked, "What do you need?"

Billy said, "It's, uh, been a while since I've done this and I need to loosen up. If you put your fingers in--"

"Relax you with a little massage?"

"That's the idea."

"Why don't you do it?"

"What?"

Frank said, "You finger yourself. I'll watch."

Billy stared at him for a second. "Seriously?"

"Yeah."

Suddenly, Billy looked self-conscious.

"Unless you can't do it? I figured with these long arms," Frank ran a hand down Billy's forearm, "you could reach."

"I can do it."

"You do this while you jerk off?"

Billy looked at the ceiling. "Sometimes." 

"You embarrassed?"

He squirmed a bit. "Of course not."

"You are. You _are_." Frank laughed quietly. 

Billy's face turned red. Frank wouldn't have thought that was possible. And he was enjoying getting a glimpse underneath Billy's seen-it-all, unshockable tough-guy armor. 

"That is an actual blush," he said. "I feel like I should take a picture to have proof this happened."

Billy covered his face with his hands. "I will stab you, Castle."

Frank shook his head. "Why are you so embarrassed about this?"

"It's just-- private. It's not something I do for anyone else."

"You don't have to if you really don't want to."

Billy dropped his hands and looked at Frank. "You'd like it."

"I would."

"Weirdo."

Watching Billy finger himself started as a casual idea. Frank just thought he'd see how it worked because he'd never done it. But after seeing Billy's reaction, he _wanted_ it. He wanted the intimacy and vulnerability and trust wrapped up in this act. He wanted the willingness to do something embarrassing because he asked for it. And Frank was doing a lot of things he'd never done before, so even just one thing Billy had never done meant something to him. 

After a long pause, Billy nodded. "Okay."

Frank kissed his still slightly flushed cheek.

Billy lubed his fingers and shifted onto his side, then reached down and slowly, carefully inserted one of them. After a minute or so of Billy massaging himself, he said, "This isn't very interesting to watch."

"You don't have to put on a show. I just want to see what you do. You can close your eyes if you want."

Billy did that. Frank lay very still to not disturb him. As he worked, the tension in his body gradually drained away. His neck, shoulders, back, and arms and legs slowly relaxed. Eventually, he slipped another finger inside himself. Billy's face was still, almost like he was asleep, until he licked his lips. Frank kissed him again, lightly, and he sucked in a breath. 

Frank asked, "You want me to take over?"

Billy opened his eyes and nodded.

Frank wet his fingers with the lube. Billy began to remove his hand but Frank had another idea. "Wait."

"What?"

Carefully, Frank slid an index finger into Billy alongside his own.

Billy laughed and whispered, " _Jesus_ , Frank." His face turned even redder than before.

"Keep going."

Billy directed his fingers to a particular spot. "In case you were wondering, the prostate is here."

"I'm getting the guided tour."

Billy laughed again and buried his face in the pillow. "I can't believe I'm doing this."

Frank followed Billy's lead, the two of them massaging together. Billy let out a long sigh. He started slightly moving his hips in time with the strokes.

"You ready?" Frank asked. His cock was very stiff and aching. Billy hadn't needed to use his hand or his mouth to get Frank hard this time.

"Yeah."

They withdrew their hands and Billy rolled over on his stomach. Frank said, "I'd like to see your face."

Billy moved onto his back. He drew his legs up and hooked his arms under his knees. Frank lubed up, gripped Billy's hips, and tilted them to get a better angle. Then he placed the head of his cock against Billy's ass and entered slowly. With just the tip inside, he rocked back and forth in place, enjoying the friction. Underneath him, Billy lay relaxed, his eyes half-closed, his lips turned up in a slight smile. Inside, he was hot and slick.

Frank pushed forward and rocked again. He was surprised but pleased when Billy pressed against him, easing his cock in deeper. They repeated this a couple of times until Frank slid completely in. Frank ground his hips, savoring the comfortably tight grip all along his shaft. The two of them rocked together for a bit, the movements small but bringing intense waves of pleasure. Being inside Billy was amazing. 

Beads of sweat trickled down Frank's hairline. "Everything good?" he asked.

"Mmm. You?"

Frank gave him a thumb's up, then paused for a second, shifting his weight. Billy let his legs rest against Frank's shoulders. Frank kissed and stroked his thigh. Then he started fucking Billy with easy, slow thrusts. Billy groaned. 

"You like that?"

"Oh, fuck, _yes_."

Frank increased the tempo, watching Billy's reaction. He let out a string of soft moans, moving his hips in time with Frank's rhythm. Billy turned his head to the side, eyes squeezed shut, mouth opening and closing like he wanted to scream but wouldn't let himself.

This was too much. Frank took a breath, shuddered, then let go and went as fast as he liked. His hands squeezed Billy's hips and ass. Billy reached up and gripped Frank's forearms, then upper arms, then shoulders, grabbing whatever he could reach like he was afraid Frank would suddenly disappear. There was no danger of that.

Billy's legs started to tremble and he pressed them against Frank. They were both breathing hard. Frank wasn't going to last much longer. He cupped Billy's chin and guided his head straight. "Look at me," he said.

Billy opened his eyes and whimpered with pleasure, sending a thrill straight through Frank like a knife. He put his hand on his own cock and jerked it. Frank thought he should do that for Billy but right now just couldn't coordinate himself enough to manage it.

When Billy came, it splattered both their stomachs. Seeing _that_ set Frank off. He groaned and bucked and spilled into Billy.

Spent, Frank collapsed on top of him, head resting on his shoulder. They lay still for a while, their breathing gradually slowing to normal. 

Eventually, Billy poked his arm. "Are you dead?"

"Not yet." Frank rolled on his side. He picked up his discarded t-shirt and wiped himself off, then handed it to Billy, who turned it inside out and did the same. "Well, that was _not_ boring," Frank said.

Billy turned his head to Frank. "That was a lot of things, but, yeah, boring is not one of them."

"What kind of things?"

"What, you want me to write you a review?" He held up his hands like he was framing the words. "Frank Castle, not bad, kind of weird, bossy."

" _Not bad_?"

Billy shrugged lightly. "Not bad."

Frank grabbed his hips, rolled him on his side, and smacked him on his ass. 

Billy bit back a surprised yell and laughed. "Hey, hey. I'll let you spank me but you got to warn me first, man."

He gave Billy's ass another slap. "Not bad," he muttered.

"Okay. Okay. It was pretty good."

"Pretty good?"

Billy settled on his side facing Frank. "It was good. Happy now?"

"I'm holding out for mind-blowingly good."

"That's not even a real word, Frank."

Frank tucked an arm underneath his head. "It is a real word. It's mind-blowing with an -ly on it."

"You're making up words to describe your sexual prowess now. And you call _me_ vain."

"And about the rest of it..."

"Oh, here we go."

"Kind of weird?"

"I was trying to be diplomatic. The fingers were _really_ fucking weird. Where the hell did you get that idea anyway?"

"I just thought of it." He frowned slightly. "Did that bother you?"

"Nah. I was just a little surprised. I didn't think you were that depraved." Billy gave him a look.

"So does that mean you don't think I'm repressed anymore?"

"Oh, no." Billy grinned. "You're just repressed _and_ depraved."

Frank snorted. "And bossy, apparently."

"So bossy."

Frank got up on his elbow, resting his chin his hand. "You know, you never did tell me if you actually like me telling you what to do."

"What are you talking about?"

"That first night we hooked up. You said you were okay with it."

"I am."

"But do you _like_ it?"

Billy leaned back slightly and looked at him. "Why are you asking me this?"

"Because if we're going to keep doing this, I want to know if you're just humoring me or if you're into it."

"What if I am humoring you?"

"Then I'm going to be a little disappointed, to be honest."

"Would you want to stop getting together?"

"Nah. I'm kind of enjoying it."

Billy raised his brows. "Kind of?"

"I am enjoying it."

"And if I am into it?"

"I'd enjoy it more."

For a moment, Billy's expression was hard to read.

Frank said, "If you say you like it, I'm not going to suddenly get super hardcore. I just want to know."

Billy looked at his hands for several seconds. Then he leaned over and whispered in Frank's ear, "I do like it-- kind of." He smirked.

Frank kissed him. "Now I'm happy."

"Weirdo."

"You, too." Frank kissed him again.


	5. Chapter 5

**Notes for the Chapter:**

> In this chapter, Frank reveals something painful from his past to Billy.

The next week was dedicated to field exercises outdoors. For Frank it was familiar, even reassuring, to be hiking over rugged terrain with full gear and sleeping rough. The one thing that seemed weird was the rain since he'd gotten used to doing this in the desert. 

It brought back memories of being in boot camp, covered in mud. Before he got to know Billy, he thought a guy who was so fussy about his appearance wouldn't be able to deal with being filthy for extended periods of time. But Frank had been wrong about that.

Now Billy was in his element, working in a self-contained group. He took some of the newbies under his wing, full of teasing but also encouragement. Billy had a knack for ribbing people, even in kind of obnoxious ways, without pissing them off. When Frank tried that, generally people were either intimidated by him or wanted to fight. (That was much less of a problem with other Marines, but it still happened.) One of the reasons he and Billy became friends was because Billy got his jokes and would rag him right back.

Frank wasn't envious but he did wonder how much of the difference was in their looks. Billy flaunted being a pretty boy and didn't seem threatening at first glance (although people who thought he wasn't dangerous quickly learned otherwise). Whereas Curt had once said Frank looked like Hitman Number Three in a Mafia movie. The only argument Frank could make was that he felt he should be Hitman Number One.

Regardless of looks, Billy was good at dealing with groups of people, at organizing and motivating them. If there was a party, he would be the life of it. If there was a bunch of guys who didn't know what they were doing (and didn't want to admit it), he would get them sorted out. Honestly, Frank was impressed. He got on well enough with everyone else but nobody sought him out for advice. 

Billy told him once, "You're intimidating, Frank. Most people don't even know you 

have

a sense of humor. I mean, it took me like a week to make you laugh."

Frank explained, "That's not true. I laughed at your hair the first time I ever saw you."

"And what was funny about my hair?"

"You had so much gel in it it probably would've deflected a bullet."

It didn't take long for Billy to build a following. These guys were the same age or a couple years younger but they seemed like kids to Frank because they hadn't been deployed yet. For them, the last few years had been spent getting degrees in everything from computer science to law to freaking philosophy.

They weren't all born to the officer class -- one evening, Yazzie, Martinez, and Barton had talked about being the first in their families to go to school past high school -- but some of them were. And a few of them had an attitude about it. If the son of a state legislator thought he was better than Frank because of his father's money and political power, Frank didn't care that much. He thought the guy was a dipshit. But that kind of thing got under Billy's skin something fierce.

Despite individual differences, by the time everybody returned to barracks there was a general sense of camaraderie. There would be an official review of how things went in the next day or so but at dinner, there was an unofficial review spearheaded by Billy, with commentary from Frank. In particular, Miller, a heavily freckled kid from Oregon who didn't look like he was old enough to even be a Marine, hung on Billy's every word.

Afterward, Frank went over to Billy's room. He was sore and tired -- no one had gotten much sleep for the past few days -- but he wanted to spend some time with Billy before going to bed, even if they didn't fool around.

Billy was up for that but he was also tired so they took things slow. They didn't bother undressing, just pulled their pants down enough to touch each other. Frank took hold of each of their cocks. Billy tried to join in but Frank pushed his hands away.

"What, I'm not allowed to touch anything?" Billy asked, pouting.

Frank said, "Don't touch your dick or mine." Right now Frank was just doing what he felt like in the moment. And he felt like having all the dick to himself.

Billy grabbed Frank's ass and squeezed. "Is this allowed?"

"For now."

A familiar mischievous glint lit up Billy's dark eyes. He smacked Frank's ass lightly several times. "How about this?"

The sensation wasn't bad but it was distracting. "Nah."

Billy spread the cheeks and placed a finger over the hole but didn't press inside. "How about this?"

That did feel good. But if Frank let Billy finger him right now, Billy would take over. He might like Frank telling him what to do (or not do, as the case may be) but he also liked pushing against it.

Well, Frank wasn't letting him get away with that. "Not feeling it," he said.

Billy went back to squeezing and fondling his ass. Frank worked their cocks, first stroking both in time, then alternating like pistons. He rubbed them against each other, head against head, head against shaft, shaft against shaft. Their dicks were equally long, but Billy's was uniformly thick from tip to base while Frank's widened slightly at the head.

Their balls bumped together. Frank took hold of Billy's and ran his cock over them. He shifted their dicks into one hand, using the other to caress both sets of balls. Billy's hands drifted up his back, sliding underneath his t-shirt. His face was angled down, watching everything Frank did. Pre-cum had dripped from both of them, mixing together and making things slippery. 

Frank tugged their shirts higher, then lay their dicks alongside one another, against Billy's lower stomach. The line of hair that ran from the pubic bone to the navel tickled Frank a bit. He pressed against Billy and ground his hips, their bellies and cocks sliding together.

Billy kissed him, switching from his chest and nipples to his neck and jaw and back again, then settled on his mouth. Frank inhaled the scent of mouthwash, soap, and that fancy lotion. Just a couple of hours ago, they'd been together in the showers. Nothing happened -- and wouldn't have even if there hadn't been six other guys in there with them -- but for a moment Frank thought about what it would be like to do this sort of thing under streams of hot water.

(Not that long ago, the very idea of having sex with Billy was too weird. Now Frank was on the verge of fantasizing about it in the shower. He didn't even know what to think about that.)

They went on for a while, grinding and kissing, getting more and more aroused. The hot, sensitive skin of their cocks glided along the taut muscle of their stomachs, their balls brushing. Billy's fingers dug into Frank's back.

When Frank couldn't take it anymore, he slipped his hands down, gripped each dick and pumped. They came together, jizz showering their bellies. Billy squeezed Frank to his chest and said, "Happy Hump Day." Frank snickered.

After cleaning off and pulling their pants back up, there was some time left before Frank had to leave. They settled side-by-side on the bed, arms held loosely around each other, and discussed how the weekend had gone. (Field exercises as a subject for pillow talk was another thing that was a little strange.) There were a couple of guys they agreed would probably wash out soon. And another few they wished would wash out because the guys were such assholes.

"I would love to just punch Warner right in his smug face," Billy said. He sighed. "But how fast would I be court-martialed for hitting a politician's son?"

"You could do it. You just got to be careful where and when."

Billy nudged his shoulder and laughed. "People don't appreciate your deviousness, Frankie boy."

"I'm just saying, some guys would cover for you."

"Would those 'some guys' be named Frank?"

"I'm talking about your little fan club." 

Billy scoffed. "Fan club?"

"You have become sort of the unit dad."

"Do not call me that." Billy looked momentarily appalled. 

Frank said, "Well, Miller talks to you like you're his father. Or like he has a man-crush."

"I'd rather he had a crush on me. Half the people on the planet hate their fathers."

Frank looked at his friend. "Most of them don't, not really."

"Well, they act like it."

"I thought I hated my old man when I was younger," Frank said. "Thought he hated me for a while, too. And now he's gone, so I can't work anything out with him."

Billy adjusted his shirt. "You miss him."

"We didn't see eye-to-eye most of the time. And he could be a stubborn bastard." Frank had definitely taken after his father there. He continued, "But I never even tried to think about things from his point-of-view, you know, not until..." 

Frank closed his mouth. That was something he'd never told Billy, something he'd never told anyone he met since he left the civilian world.

Billy immediately knew something was up. "Until what?"

"Until I grew up and stopped being such a fucking idiot."

Billy propped his head up on his hand and gave Frank a look. "That is the shittiest attempt to cover a slip-up I have ever heard."

Frank shifted onto his back and stared at the ceiling. He saw Billy looking at him with sharp curiosity out of the corner of his eye.

"You want to play 20 questions and see if I can guess?" Billy asked.

"I don't really want to talk about it."

Neither of them spoke for a little while. Eventually, Billy said, "It's not like I can make you tell me if you don't want to. But if there's something you want to get off your chest, I'm here. Whatever you say stays in this room. And who knows? You might feel better. I mean, talking to you about, you know, it did help some."

That was what Frank told Billy the night he was drugged. Being on the other side now, he understood better why it had taken ecstasy to get Billy to talk. Frank wouldn't have said anything but the combination of fatigue and lying in Billy's arms and talking about his dad had snuck up on him and made him thoughtless.

Billy added, "If you just tell me, you don't have to worry about me finding out some other way."

Frank wasn't really worried about that. It's not like he was hiding a crime he'd committed. But maybe he should take his own advice. He'd just spent so long with it shut up inside him in a locked room that opening the door and letting someone else walk in seemed impossible. 

Billy, seeming to sense Frank was on the fence, prompted, " _Something_ happened to make you think about stuff from your dad's point-of-view."

"Yeah." Frank decided to get off the fence. Exhaling, he said, "I never thought about what it was like for my dad until I had kids myself."

Billy jerked up into a sitting position so quickly he almost fell off the bed. "You are shitting me."

Frank wasn't surprised to be met with disbelief. Having had kids wasn't something most people kept private. "No," he said.

For a second, they looked at each other. Frank could see the moment Billy believed him. The pure shock on his face almost made Frank smile. 

Billy opened and closed his mouth, then finally said, "Jesus H. Christ. You've been keeping _this_ under your hat all this time." He shook his head slowly. "That is... _wow_." 

The two of them sat in silence for a few moments, then he continued, "So I'm guessing since you never even breathed a word of this to your _best friend_ , there's not a happy ending to this story."

"No. There's not."

"Do you want to talk about it?"

Frank didn't _want_ to talk about it but now that the subject had been opened, the seal of privacy broken, he needed to tell the whole story.

He took a breath and began.


	6. Chapter 6

**Notes for the Chapter:**

> Frank tells Billy about his relationship with Maria and the loss of his children.

The story Frank had to tell didn't have a happy ending. But it did have a happy beginning.

"I was a senior in high school," he said. "One day I was at the park playing guitar and I heard someone laughing. I looked up and this girl was standing there looking at me. So I asked her if she was laughing at my playing and she said yes."

Billy snorted. "Your guitar playing _is_ terrible."

"Everybody's a critic." Frank scoffed. "Anyway, she made me laugh. So we started talking. Her name was Maria. She went to this performing arts school in Hell's Kitchen."

"She was studying acting?" Billy looked surprised.

"Acting, singing, dance. She was really good. I went to some of her shows. Saw her in All's Well That Ends Well and The Importance of Being Earnest." 

Billy closed his eyes and touched his forehead. "Wait. Wait. Give me a second here. I'm trying to process the idea of you at a play. And Shakespeare, no less. I just-- I'm _shocked_ , man."

Frank gave him two seconds. "Do you need me to carry you to the hospital? I can do it fireman style or bridal style if that makes you more comfortable."

"No, no." Billy waved a hand. "Go on."

"So we started seeing each other." 

Frank was so unused to talking about this, he wasn't sure where to go next. But Billy asked, "What was Maria like?"

"She was a good person. Kind, smart, funny." Frank smiled slightly thinking about the early days with Maria. "That was the thing that really made me fall for her. I mean, she was _beautiful_. Don't get me wrong. But she was really funny. We used to tease the hell out of each other." A merciless desire to make fun of him was something Billy and Maria had in common. "I think you two would have gotten along," he said. 

Billy got a sly look on his face and Frank added, "Don't even _think_ about making a threesome joke."

"Too late."

Still smiling, Frank smacked his arm. He said, "It was _good_. I mean, we could have fun just sitting on a stoop talking half the night." Being with Maria had always felt very natural. Neither of them had to pretend to be something they weren't.

She had known about his reputation. Pretty much everyone in Hell's Kitchen did. It wasn't like Frank was a complete delinquent. He did okay in school and managed not to get arrested. (Although as an adult he realized a large part of that was his dad being friends with a couple of local cops.) As a teen, Frank devoted his attention to being on the football and baseball teams and generally causing trouble. He never got into drugs but he did his share of underage drinking and smoked the occasional joint. His real problem was and always had been that he liked to fight way too much. And of course, people talked about that.

Frank did his best to reign things in when he was with Maria. She only ever saw him get into it with another guy once, some prick who'd put his hands on her outside a party. He remembered hearing a noise and glancing up to see her face. The pure shock on it made him aware of what he was doing.

He got up off the guy, kicked him in the ribs for good measure, and walked away. On the subway ride home, they didn't say anything to each other. He'd thought that was it, that she'd break up with him. Other girls had after they'd just heard about something he'd done. But Maria didn't. When they arrived at her house, she'd kissed him on the cheek and thanked him for handling that guy.

Most of her friends thought it was weird she was dating him. Sometimes he thought the same, and not just because of the fighting. His dad was a construction worker and hers was an accountant. She did things like go to Europe on school trips and the Grand Canyon on vacation. The Castles weren't poor -- growing up, Frank never had to worry about where his next meal was coming from -- but they rarely left the neighborhood other than to visit his dad's brother over in Queens. Her parents were polite but were clearly not too fond of him.

Frank's smile faded. He supposed he should move on. "We hadn't been together that long, maybe three months, when one night, the condom broke."

"She got-- ?"

"Yeah."

Billy blew out a breath. 

Frank said, "Maria told me that if I wasn't ready to be a dad, she understood. She kind of wasn't sure she was ready to be a mom. But she wanted to keep it regardless of what I did."

Billy tilted his head, looking at Frank. "What did you do?"

"I asked her to marry me." Frank had a lot of flaws but being a deadbeat wasn't one of them. 

"Did she say yes?"

"She told me she had to think about it."

Billy's jaw dropped. "She had to think about it."

Frank half shrugged. "I thought that was fair. Anyway, she said yes the next day."

"How old were you?" 

"Eighteen."

"Christ."

"So we got married. We didn't do anything fancy, just went to the courthouse and had a dinner at her parents' place."

"I bet her family was thrilled," Billy said.

Frank snorted. "Her dad refused to even look at me for weeks, never mind talk to me. If I sat too close to him, he'd get up and move."

"Ouch."

"But once they got excited about grandkids, they wanted to help." He took a breath and added, "After the wedding, we found out it was twins."

" _Jesus_ Christ."

"A boy and girl. We decided to name them Lisa and Frank Jr."

Billy shook his head slightly. "Why am I not surprised you named your son after yourself?"

Frank barely heard the comment. In his mind's eye, he saw his wife. He could almost feel her in his arms again, her round belly pressing against him. He said, "We had one of those ultrasound pictures, you know. I used to look at it and just feel scared shitless."

"I'm having a hard time imagining you scared shitless of anything."

Frank laced his fingers together and rested his hands on his chest. "Having a kid, it's just beyond anything you can imagine. I remember the first time I felt a kick. It was like a little baby fist bump, like, 'Hey, Dad.'" His fingers tightened, nails digging into the skin. "I loved them so much before they were even born. And the thing is if you'd asked me before it happened if I wanted to be a father at eighteen, I would've said, 'Are you out of your damn mind?' But it was like I didn't have a choice except to love them."

He went quiet for a few moments, getting ready for the march to the inevitable end of the story. "Maria went into labor twelve weeks early. One minute we were sitting at the kitchen table with her mom, talking about painting the nursery and the next her water broke." His knuckles cracked. "We went to the hospital. I was going nuts because there wasn't anything I could do. They wouldn't even let me in the room because it was an emergency."

Frank inhaled deeply. "My son-- didn't make it." Tears formed in his eyes. 

All this time, Billy had been sitting on the edge of the bed but now he lay down, resting an arm on Frank's stomach. For a while, the two of them just stayed still like that. Even trying to say things as simply as possible, Frank could barely get the words out. He felt like he was back in that hospital, watching the doctor walk towards him. He'd known the news wasn't good the second he saw the woman approach.

Frank blinked repeatedly, focusing on the thin mattress dipping under their combined weight, on Billy's breath warm against his neck. Billy gently pulled his hands apart and rubbed them. He hadn't even noticed he'd been twisting them so hard it hurt. The touch was just enough. He wasn't sure he could handle full-on hugging right now.

All this was in the past. But it felt like it had just happened, like it was still happening. Frank remembered a documentary he'd seen on supernovas that talked about how the light from an exploded star kept traveling through the universe after the star itself was gone. His children had gone years ago but the pain was still traveling through his universe.

This was why he kept that room dark and locked.

Frank focused on Billy's thumb stroking his palm, watching it move back and forth, a connection, a reassuring pressure. Billy was waiting for the rest of the story. And Frank had come this far, he might as well finish. He cleared his throat. "My daughter, she went to the NICU."

She had been so small she fit in one of his hands. A tiny, fragile creature that he and Maria had created by accident, she was so utterly perfect. Having lost his son, Frank had pinned his heart to his daughter.

He said, "She had a little knit hat to keep her warm. It was purple with a yellow flower on it." Frank cleared his throat again. He could see her lying in the incubator, tubes running into her nose. "We used to sit and read to her, you know, the books we'd started collecting. 'One batch, two batch, penny, and dime.' She was a fighter." He sniffed. "She made it for two weeks."

His voice broke and he closed his eyes. Billy squeezed his hand, knuckles pressing into Frank's chest, and kissed his temple gently.

For about a minute, Frank had considered killing the doctors who failed to save his children. All that expensive education, all the diplomas on their office walls and the letters after their names and they couldn't keep two babies alive. 

In that minute, he formed a plan. Frank and Maria had been living at the hospital for weeks. He knew the building: all the entrances and emergency exits, the staff stations, the service elevators, the stairwells. He knew where the security control room was. He knew the routines of the armed hospital guards, their patrol routes, and where they hung out on breaks. He knew where the highly flammable oxygen canisters were kept. He knew how long it would take for the police to show up. He could probably have killed every single person in the hospital before the cops put him down.

Then Maria had collapsed against him, weeping. He put his arms around her and came back to reality enough to realize that Lisa's death, that Frank Jr.'s death, wasn't the doctors' fault any more than it was his fault or her fault. It wasn't _anybody's_ fault. Part of him wished it was so he could punish them for it.

But the truth was there simply had not been one single thing anyone could do. Everyone at the hospital had done their best. There wasn't anybody to blame, to take it out on. It was just a biological hiccup, an act of fate. The only choice was to accept it or go crazy.

Frank going crazy would have meant people dying. He supposed that meant he'd accepted it but he wasn't so sure.

Billy said quietly in his ear, "Jesus. I'm sorry, Frank."

Frank wiped his face. Neither of them spoke for a while.

Eventually, Billy said, "You and Maria split up."

"Yeah. I still loved her-- love her, I suppose." Billy gave his hand another squeeze. He added, "But we just couldn't be around each other anymore."

"Has she found someone else?" Billy asked.

"I don't think so. At least not that she's told me."

The worst part of the story was over. It was time for the epilogue, which was kind of what his life since then had felt like. 

He said, "I had been thinking about enlisting for a while. But I hadn't done it yet because Maria really didn't want me to. We used to argue about that so much. She didn't want me gone for long periods of time."

"She didn't want to end up a widow," Billy said.

"I guess. Anyway, afterward, I just did it. You know that my dad was a Marine. But when it came down to it, he didn't want me to do it either."

"Why not?"

"He thought I was going off to get myself killed."

"Were you?" There was a note of surprise in Billy's voice.

Frank shook his head. "If I had stayed home, I might have--" the memory of his plans in the hospital came back to him -- "well, done something stupid. But I'm glad I did it. It was better for me to be a part of something, you know, bigger than myself and my problems. And I don't really know what else I would be good at, honestly."

"I feel you there, Frankie."

"So I joined up," he said. "And you know the rest because you were there for most of it."

Frank had hoped enlisting and time would make the pain less raw. Judging by how he felt tonight, it didn't really work. His service distracted him from it, gave him friends and comrades and a purpose so he didn't dwell on it. But it had been a long time since he'd opened this room up and the feelings in it were still so fresh and so real. Pain was _supposed_ to be temporary.

"You really wanted your kids even though you didn't plan on having them," Billy said. Frank turned and looked at him. Billy had an expression on his face like he was trying to work out a puzzle. 

"Yeah," Frank replied.

"You didn't have a choice except to love them," Billy quoted.

"That's how I felt." 

Adult Frank understood that this was how his dad, his mom, had felt about him despite all their sometimes bitter arguing. Even as a young dickhead, he must have had some half-conscious awareness of it that kept him from giving in to his worst impulses. Their love grounded him. What he'd had with Maria did the same.

Billy ran his fingertips over the back of Frank's hand. "Life is really unfair, you know. I mean, you love your kids and you lose them. And I get stuck with parents who don't give a shit about me." He sighed and shifted on the pillow. "Really fucking unfair. I just think about it sometimes and I get..."

Frank caught his fingers and squeezed them gently. Billy turned his face into the pillow for a second, then straightened again. "You know," he said, "I can't get different parents. But you could have more kids-- if you wanted, I mean."

"I know." 

The idea had occurred to Frank. But something in him always recoiled against it, some knot of emotions and motivations choking off the possibility. 

Some of the threads were easily identifiable. He didn't want to replace Lisa and Frank Jr. Intellectually, he knew he couldn't replace them if he tried, that any other kids of his would be different people. But the thought of holding another baby in his arms with a new name, a new face, unsettled him in a visceral way.

And Frank could admit to himself that he was afraid of going through it all again. Feeling that kind of love, that kind of vulnerability, but this time knowing what it was like to lose it. One day, having a family and the next, not-- the risk would always be in the back of his mind. And if it happened again, it _would_ kill him, just not as fast as a bullet. 

There was something else there as well, a feeling like he'd ended up with a family by accident and the universe had rectified that mistake. That in the end, the loving family life wasn't meant for him. That Frank Castle was too violent, too dangerous, too amoral for it.

Sometimes, he wished he could embrace being a heartless killing machine. Life would be so much simpler. But if that's all he was supposed to be, why did he have all these feelings? Why had he loved his kids, loved Maria, so much in the first place?

Frank flexed his back, stretching, and pushed these questions aside. This was why he liked to keep busy, keep himself from thinking about morbid crap like this. It would drive you insane.

He looked at Billy and asked, even though he figured he knew the answer, "You ever think about having kids, Bill?"

"Oh, God, _no_ ," Billy said. He looked horrified by the suggestion.

"Why not?"

"You do know me, right, Frank?" He pointed to himself. 

"I do."

"Then you know why." 

Frank said, "If you're worried about doing what was done to you as a kid, you know, I don't think you ever would."

Billy closed his eyes and shook his head. "That's-- not it."

"Then what?"

His eyes opened again. "I am _way_ too selfish to raise a child."

Frank said, "Having kids changes people."

"I don't think it changes them _that_ much. Maybe it does if you actually want them." He stretched his neck. "Don't ask me about family stuff, man. I don't understand any of it."

"Having kids changed me," Frank said. 

"How?"

"Before I had them, I was a violent asshole."

Billy paused for a second, then asked, "So-- what changed?"

Frank scoffed. "I started fights for no reason with guys I didn't even know. I didn't fight to defend myself. I was the one other people had to defend themselves against. Now, I don't do that anymore."

Billy gave him a look. "I remember those bikers in that bar with the mechanical bull in Texas."

"I was disappointed that thing was broken. I wanted to try it."

Billy smiled. "I didn't even hear what they said to you. But you definitely threw the first punch. Next thing I knew, I was dodging a barstool flying by my head."

"You weren't exactly trying to deescalate the situation," Frank said. "I recall you ripping a guy's earring out."

"That's what he gets for wearing it in a fight." Billy shrugged. "What _did_ they say to you, anyway?"

Frank thought about it for a couple of seconds. "You know, I don't remember."

Billy chuckled quietly.

Okay, maybe Frank's basic nature hadn't changed but he had learned how to control it.

When it came down to it, Frank enjoyed hurting people. Not all the time and not everyone-- he never hurt his parents (aside from the pain his behavior caused them) or Maria. He would have died rather than hurt his kids. And he didn't want to hurt Billy or Curt or anyone else he served with, even the ones he didn't particularly like as people. But give him an acceptable target -- and the US military could provide plenty of those -- and he would maim and kill and be happy.

An idea came back to him, one he'd had fairly recently but forgotten since starting the training course. He glanced at Billy, who had closed his eyes again. Frank checked his watch. It was just about time for him to go.

But he remembered that night in New York he'd thought about killing the man who hurt Billy. Frank hadn't brought it up at the time because Billy was high. There was no one to punish for the deaths of his children but there _was_ someone to punish for what Billy had gone through.

He opened his mouth to say something but stopped. If Walsh was still in prison, this would be a no-go and he would have brought a painful subject up for no reason. But if the bastard had been released... Frank would look into that. A part of him sincerely hoped Walsh was out.

He touched Billy's shoulder. "You falling asleep?"

Billy opened his eyes. "No," he said but he sounded like he'd been on the verge of it.

If Frank didn't get up, he might fall asleep himself. "Time for me to go."

"Hey, Frank." Billy kissed the back of his hand and smiled. "I appreciate you telling me this. Finally, after we'd known each other for years."

"Better late than never," Frank replied. "You know, I wasn't keeping it a secret from you. I just could never bring myself to talk about it."

"I know."

"But, anyway, thanks for listening, Bill."

Billy put an arm around him. "That's what friends are for, right? You let me cry all over you."

Frank turned on his side and hugged Billy, pressing their foreheads together. The worries he'd had about whether sleeping together would make things weird between them dropped away. Whatever you called what they were doing, they were still friends first, the lifelong kind.


	7. Chapter 7

**Notes for the Chapter:**

> This is the last chapter!

Mid-week after dinner, Billy caught up with Frank in the corridor. Casually touching Frank's elbow, Billy asked, "You headed to your room?"

"Yeah."

"Mind if I tag along?"

There was no one else nearby. "Only if you don't annoy me," Frank said.

"I won't _annoy_ you."

"You always manage to find some way to."

Billy smirked. 

By now, both of them had fully recovered from the exertions of the previous week's field exercises, so tonight things were more energetic. They stripped each other's clothes off piece by piece, kissing and biting newly exposed areas of skin as they went. Billy teased Frank's nipples with his tongue and teeth, making Frank shiver. Frank returned the favor and Billy's eyes rolled back in his head.

When they were both naked, Frank stretched out on his back. Billy kissed his stomach and thighs, then his cock. But Frank was in the mood for something else and he pushed Billy's head away.

"What?" Billy asked softly, his dark eyes fixed on Frank.

"Let me do it to you."

Billy raised a brow. "You sure?"

"You always look like you're having so much fun. I want to give it a try."

"It _is_ fun. But it, uh, takes some getting used to."

Frank sat up, took Billy's hand, and brought it to his lips. He licked the first two fingers, flicking his tongue in a teasing way, then sliding it along the pads and up over the nails. Billy watched with an amused expression. Gripping Billy's wrist, Frank pushed the fingertips into his mouth down to the second knuckle and sucked. Billy's long, slender fingers were warm.

When he was finished with the preview, Frank gave one last suck strong enough to pull his cheeks in, which made Billy smile wickedly. Then he removed the fingers and asked, "Do I have the general idea?"

"Pretty much." Billy's tongue wet his bottom lip. There was arousal in his voice, which pleased Frank.

They traded positions, Billy lying on his back while Frank knelt over him. "I can't promise the best blow job you've ever had," Frank said.

"Oh, I'm about to get your fellatio virginity. That's good enough."

" _Fellatio_ virginity?" Frank scoffed.

"It means cock sucking." 

"I know what it means. I just think that's a dumbass phrase."

Billy smirked. "Enough talking. Do something useful with that mouth of yours."

Frank pinched Billy on the inner thigh just under his balls. Billy yelped and jerked and Frank pinched him again. The second time he didn't make any noise or move. "You remember what I said about annoying me?" Frank teased.

"I'll be good," Billy said.

"When are you ever good?"

"I'll _behave_."

Frank settled into a comfortable position. As he leaned in close, the scent of Billy's body intensified. He'd become familiar with it, but now it filled his nostrils until he couldn't smell anything else. Frank inhaled, enjoying it. Any trace of soap had faded away, leaving just the clean, warm essence of Billy.

He stretched his tongue out and ran it over Billy's cock, licking the tip, tracing a vein. Frank was surprised to be able to pick up the different textures of the skin on the head and along the shaft. As he explored, Billy's penis swelled and stiffened. Frank took that as a sign he was doing okay so far.

Billy was propped up on his elbows, watching Frank's every move with a predator-like intensity. For a second, Frank felt a little weird as they made eye contact, but he brushed it off. Wrapping a hand around the base, Frank opened wide and swallowed the head. Billy let out a long exhale, an expression of pure pleasure on his face. Frank paused for a moment, letting himself get used to the strange sensation of having a dick in his mouth. He rolled his tongue around it experimentally. Billy didn't make any comments, letting Frank do what he wanted for now.

It had an intense musky salt taste, like Billy's body concentrated, and a smooth, velvety texture. Feeling it with his mouth, his tongue, was very different, so much more intimate, than feeling it with his hand or against his body. 

When he was ready, Frank started sucking gently. Billy was still watching, a half-smile on his face. He ran a finger over Frank's ear, then a hand over Frank's close-cropped hair. There was no pressure, just touching.

"That's good," he murmured.

Frank increased the intensity a bit. He was basically trying to imitate Billy's technique and it seemed to be working. Sucking Billy's cock did feel good once he got over the alienness of experience. The head fit his mouth well. He liked the way it rubbed his upper palate and tongue.

Pre-cum bloomed in Frank's mouth, a new flavor, sharp and salty, that briefly overwhelmed the taste of the cock itself. Surprise threw him off his rhythm briefly but he swallowed without thinking about it. There wasn't enough fluid to cause any serious problems.

Billy had started letting out small noises of pleasure. "Faster, Frankie baby," he said, his voice hitching.

 _Frankie baby_? Oh, Frank was not going to forget _that_.

But he obliged, his head moving up and down. Billy had closed his eyes, his jaw open. The sight made Frank want to be in that mouth. He imagined lying on top of Billy, the two of them sucking each other off.

The idea made Frank _so_ hard. And Billy had whispered in his ear that he liked it when Frank told him what to do, when Frank took control.

He was a little reluctant to stop what he was doing but he did. Billy instantly opened his eyes and pleaded, "Don't stop." The desperation in his tone satisfied Frank immensely.

"I'll get back to it," Frank said. He got up on his knees so Billy could see his dick wet with pre-cum. "How about you suck this while I work on you?"

Billy nodded vigorously, a delighted expression on his face.

Frank crawled up the bed and turned around when he reached the head. Under him, Billy lay, his eager face upside down in Frank's vision. Frank ran a thumb over his lips and Billy gave it a quick, playful suck.

Billy opened his mouth and Frank lowered himself down, guiding the head of his cock inside. He wasn't sure how much he liked doing it from this angle yet. Frank missed seeing Billy's eyes and expressions. But he also enjoyed the feel of his balls resting on Billy's face.

He started moving down Billy's body, eager to get started again, but stopped when he felt a hand pressing against his stomach. Billy waved him back with his other hand and Frank withdrew.

"Hang on a sec," Billy said.

It took a few moments and positioning the pillow properly to get an angle that was comfortable for Billy. Once everything was ready, they tried again. 

Being back inside Billy's hot mouth made Frank want to just thrust until he came right now. But he'd said they would finish each other off and he would keep his word. Billy waited, not moving, while Frank advanced towards his stiff, waiting cock. Frank kissed the tip, then put it back in his mouth and sucked. 

There was an answering suck on Frank's dick, sending a delicious thrill through his entire body. Pausing the action for a few minutes had been _very_ much worth it. 

Billy's hands pressed into his hips. He moaned and Frank felt more than heard it. Being in each other's mouths was the most intimate thing they had done yet. The reciprocal nature of it, their desire being literally in each other's faces, with nowhere to hide from it-- Frank couldn't really think straight at the moment but there were all sorts of feelings bubbling up.

There was this weird spot on the back of his soft palate that had become very sensitive. Every time Billy's cock rubbed against it, it felt so good. Frank wasn't anywhere close to taking all of Billy in, but he managed more than he expected, wanting to keep the stimulation on that bit.

Meanwhile, it felt like Billy was trying to suck his dick clean off his body. (He imagined Billy saying, "Yes. Yes, I am," to that.) Frank shifted his weight slightly and slowly slid his cock further into Billy's throat. Billy moaned again, making Frank shiver. He needed to thrust now.

Underneath him, Frank felt Billy's chest rise and fall, breathing in between pushes. He sucked harder on Billy's penis, letting himself move and react in time to his partner, not thinking about it too much. Billy's cock was like a part of his own body, every throb and twitch felt and reacted to instantly.

An orgasm built in Frank. Keeping his mouth firmly on Billy, he thrust faster and faster until, shuddering, he came.

For a moment, Frank wasn't paying attention. He didn't notice the tremor in Billy's balls and cock until jizz filled his mouth. More out of surprise than any distaste, he jerked his head away and the hot fluid splashed his cheek.

The two of them stayed still for a few moments. Frank placed a hand on Billy's genitals and could feel the aftershocks of an orgasm. 

Then Billy pushed against him and Frank rolled over on his side, wiping the back of his hand on his face as he did so. "Did I get you?" Billy asked.

"A bit."

Frank turned around on the bed and settled against Billy, who rearranged the pillow underneath them. "I hate getting jizz on my face, too," he said.

Frank shrugged. "I wouldn't say I hate it. It's just kind of-- messy." Really, it wasn't any worse than getting blood splashed on him.

"Maybe I'll give you a proper facial sometime, then." Billy smirked.

"Uh, yeah. _No_."

Billy laughed. "Congratulations, Frankie boy, you've earned your cock sucking merit badge."

"That's Frankie _baby_ to you," he said.

"What?"

Frank managed to keep a straight face. "That's what you called me."

Billy gave him a look. "I called you Frankie baby?"

Frank nodded. He imitated the huskiness in Billy's voice from earlier. "Oh, _faster_ , Frankie baby."

"I did not."

"You did."

"Bullshit."

"I heard it loud and clear."

"You've had guns firing in your ears for so long your hearing's shot, Frank."

"Oh, Frankie baby," Frank said in a slightly higher pitch than was accurate. 

Billy made a derisive noise. "Shut up."

"Frankie _baaaby_."

"Shut up! I did not say that." Billy put a hand over his face. 

"Are you going to blush again? 'Cause I want to see it."

Billy dropped his hand. "I _hate_ you."

"That's 'I hate you, Frankie baby.'" He said the last two words like he would say 'sir.'

Billy cracked up. "I'm sorry," he said after a moment, "but weren't you complaining earlier that _I_ annoy _you_?"

Frank snuggled closer to Billy. "Consider yourself lucky I don't tell everyone else. They'd never let it go. We'll be going to reunions in twenty years and everyone'll be like, 'Hey, Billy, are you still in love with your Frankie baby?'"

" _Still_? I'm not in love with you _now_ , Frank."

It was a joke. And Billy's response was a joke. Frank wasn't even sure what "madly in love with" meant between the two of them or if he even wanted such a thing. But there was something a little disappointing in hearing Billy say that.

Frank pushed the joke further to drive that feeling away. "C'mon, Bill. Don't you want to kiss dramatically in the rain--"

"While standing in a giant pool of mud."

"--go for long walks on the beach at sunset--"

"With artillery fire all around us."

"--have romantic dinners together?"

"MREs are not romantic. They're not even food."

"That's true." Frank laughed. 

Billy asked, "Did you do that kind of romance stuff with Maria?"

"Not really. I mean, we went out and had fun. But it was normal, you know, not like scenes out of a movie all the time." Frank paused, thinking. "We did go walking on Rockaway Beach in the evening. We ended up picking up a bunch of litter some lazy assholes had left behind."

"Cleaning up trash is a fun date," Billy said.

"She was the one who started picking it up."

Billy rubbed his hands together. "That's all a bunch of fake shit anyway, romance."

"I think that's a little harsh," Frank said.

"Don't tell me you secretly watch Hallmark movies, man." Billy grinned.

"I do not."

Billy made a skeptical noise. "Oh, now you're trying to deny your embarrassing secret."

Frank ignored the bait. "A lot of it is bullshit, I think. But sometimes it's real. Depends on how the people doing it feel, I guess."

For a second, Billy didn't respond. Then he said, "Trusting someone to have your back when your life is on the line, that's real. I'd take that any day over some fairytale hearts-and-flowers garbage.

"So what you're saying is this thing we've got going on," Frank motioned between them, "is real?" He was only half-joking.

Billy looked at him. "Of course it is." The _duh_ at the end was implied.

That made Frank much happier than he would have expected. 

"I'm not just sleeping with you for fun," Billy added. "Okay, that's part of it. But, you know, I mean it when I say I love you."

They'd told each other 'I love you' before, but now it felt different somehow. Frank couldn't explain it, but the connection between them had gotten deeper, stronger. And not just because they'd been having sex. He wasn't sure if was sharing his past with Billy or going through officer school together or just the cumulative effect of everything they'd experienced from boot camp to being under fire to shit like drinking until a bar threw them out at closing and then continuing to drink in the parking lot of a 24-hour Walmart until dawn. Maybe this was what being 'in love' between the two of them was. Maybe it wasn't something that needed to be defined with precision to be real.

Frank said, "You told me, before we started this, that you wanted to know what having sex with someone you loved was like."

Billy sighed. "I said so much embarrassing shit that night, it's not even funny."

"Well, how is it?"

Billy paused and looked at Frank. "It's-- _good_."

"Yeah?"

"Yeah. Really good." Billy nodded. "I want to keep doing it-- you know, as long as you do."

"I don't want to stop," Frank said.

Billy gave him an evaluating look. "It's working out for you, even though you're not into guys?"

Frank replied, "I'm not sure I can say that anymore. I mean, I did just blow a dude."

"But did you _enjoy_ it?" Billy smiled slyly.

"You know, I did."

Billy looked very pleased. "Well, you did good for your first time. Points for enthusiasm."

"Are you going to hold up a little card with a score on it?" Frank asked.

Billy raised a single finger, the middle one.

Chuckling, Frank said, "But, yeah, it's working out for me."

"I knew us together would be good." Billy kissed Frank lightly on the lips.

Frank kissed him back. "Yeah, Bill, it is. It is."

**Notes for the Chapter:**

> Thanks so much to everyone who's been reading! And for all of the comments, too, I greatly appreciate them! 😊
> 
> I do have plans for a third story in this series, so if you've been enjoying it so far, stay tuned.


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